-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sMybAbDjNwuaNOMJ+9X3QA0yZEesA7ksaWPHCf6HSCcHCSs4Pz8BwmtYqKHZ2bEn D3HZ8DoIXwbJ56TbK4RDpQ== 0000892251-94-000017.txt : 19941125 0000892251-94-000017.hdr.sgml : 19941125 ACCESSION NUMBER: 0000892251-94-000017 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941122 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: 2320 IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-85376 FILM NUMBER: 94561478 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 424B3 1 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 33-85376 PROSPECTUS CINTAS CORPORATION 218,159 shares of Common Stock This Prospectus relates to 218,159 shares of Common Stock, without par value of Cintas Corporation, a Washington corporation ("Cintas" or the "Company"). The shares are being offered for sale by Rental Uniform Service of Statesville, Inc., J. Neal Blackwelder Ruth M. Blackwelder (collectively the "Selling Securityholders") who acquired the shares in connection with an acquisition by Cintas of Sunshine Uniform Service, Inc., a corporation owned by the Selling Securityholders. The Common Stock may be offered to the public from time to time by the Selling Securityholders. See "The Selling Securityholders". The Company will receive none of the proceeds from the sale of the Common Stock by the Selling Securityholders but will pay certain of the expenses of this offering. The Selling Securityholders will bear certain costs of this offering, including the commissions and discounts of any underwriters, dealers and agents and the legal expenses of the Selling Securityholders. The Common Stock may be sold directly or through underwriters, dealers or agents in market transactions or privately-negotiated transactions. See "Plan of Distribution". Cintas' Common Stock is traded in The Nasdaq Stock Market/National Market System under the symbol "CTAS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is November 18, 1994. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission") under file No. 0-11399. Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission at 75 Park Place, 14th Floor, New York, New York 10007; and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street N.W., Washington, D.C. 20549. This Prospectus constitutes a part of a Registration Statement on Form S-3 (Number 33-85376) filed by the Company with the Commission under the Securities Act of 1933. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the shares offered hereby. Any statements contained herein concerning the provisions of any documents are not necessarily complete, and, in each instance, reference is made to such copy filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. FINANCIAL REPORTS The Company furnishes its shareholders with annual reports containing audited financial statements and with quarterly reports for the first three quarters of each year containing unaudited interim financial information. INFORMATION INCORPORATED BY REFERENCE The following documents filed by the Company with the Commission are incorporated into this Prospectus by reference: (1) Annual Report on Form 10-K for the fiscal year ended May 31, 1994 including Annual Report to Shareholders for the fiscal year ended May 31, 1994. (2) Quarterly Report on Form 10-Q for the quarter ended August 31, 1994. (3) Registration Statement on Form 8-A, SEC File No. 0- 11399, registering the Company's Common Stock under Section 12 of the Exchange Act, which describes the class of securities being registered hereunder. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and prior to the termination of the offering of the shares offered hereby, shall be deemed to be incorporated by reference into this Prospectus and to be part hereof. Statements contained in the documents incorporated by reference shall be deemed to be modified and superseded to the extent that statements contained herein modify or supersede such statements. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS INCORPORATES) ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, FROM DAVID T. JEANMOUGIN, SENIOR VICE PRESIDENT OF THE COMPANY, 6800 CINTAS BOULEVARD, CINCINNATI, OHIO 45262, PHONE (513) 459-1200. THE COMPANY Cintas is a leader in the uniform rental and sales business and has particular expertise in designing, planning and implementing corporate identity uniform programs. The Company concentrates on uniform rental services and custom uniform sales. Revenues received from uniform rental services and non-uniform rental items, including dust mops, entrance mats and wiping cloths, accounted for approximately 89% of Cintas' revenues for fiscal 1994. The balance of the Company's revenues are derived from custom uniform sales. The Company provides rental products and services through a network of 100 uniform rental locations and sells uniforms to national customers through distribution centers located in Cincinnati and Reno, Nevada. At its four manufacturing facilities the Company manufactures a substantial portion of the uniform trousers and uniform shirts supplied to its customers. During the past five years, Cintas has made several acquisitions of rental operations which significantly affected the Company's revenues and net income. These acquisitions were completed using cash, seller-financing, Cintas Common Stock or a combination of these methods. The Company recently acquired Sunshine Uniform Service, Inc., an Arkansas corporation ("Sunshine Uniform") on October 3, 1994. Sunshine Uniform operates facilities and services the Memphis, Tennessee and Little Rock, Arkansas markets. See "The Selling Securityholders". The Company intends to continue to expand, through both internal growth, including the establishment of operations in new geographic areas, and by continuing its acquisition program. Cintas was incorporated under the laws of the State of Washington in 1986 and is the successor to a business begun in 1929. Its executive offices are located at 6800 Cintas Boulevard, Cincinnati, Ohio 45262; telephone number (513) 459- 1200. THE SELLING SECURITYHOLDERS The shares being sold in this offering are being sold by the Selling Securityholders. These shareholders own, in the aggregate, 218,159 shares of Cintas Common Stock, all of which are being offered for sale hereby. The Selling Securityholders own no other shares of Cintas Common Stock and if all shares offered hereby are sold, they will own no Cintas Common Stock upon the completion of this offering. On October 3, 1994, Sunshine Uniform was acquired by Cintas through the merger of Sunshine Uniform with a Cintas subsidiary. In the merger the Selling Securityholders received the 218,159 shares of Cintas Common Stock described in this offering in exchange for their shares of Sunshine Uniform Common Stock. USE OF PROCEEDS The Company will not receive any proceeds from the shares being sold in this offering. PLAN OF DISTRIBUTION The Common Stock may be sold from time to time directly by the Selling Securityholders. Alternatively, the Selling Securityholders may from time to time offer the Common Stock through underwriters, dealers or agents. The distribution of the Common Stock by the Selling Securityholders may be effected from time to time in one or more transactions that may take place on the over-the-counter market including ordinary broker's transactions, privately-negotiated transactions or through sales to one or more broker/dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by these holders in connection with such sales. The Company will pay certain expenses incident to the offering and sale of the Common Stock to the public. The Company will not pay for, among other expenses, commissions and discounts of underwriters, dealers or agents or the fees and expenses of counsel for the Selling Securityholders. LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for Cintas by Keating, Muething & Klekamp, Cincinnati, Ohio, of which Donald P. Klekamp, a Director of the Company, is a partner. Members of that firm beneficially own 162,567 shares of Cintas Common Stock. MISCELLANEOUS No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Cintas since the date hereof or that the information herein is correct as of any time subsequent to its date. -----END PRIVACY-ENHANCED MESSAGE-----